Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Fortress Biotech, Inc. | |
Entity Central Index Key | 0001429260 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Trading Symbol | FBIO | |
Entity Common Stock, Shares Outstanding | 82,474,127 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 135,943 | $ 136,858 |
Accounts receivable (net of allowance for doubtful accounts of $0 and $100 at March 31, 2020 and December 31, 2019, respectively) | 15,810 | 13,539 |
Inventory | 769 | 857 |
Other receivables - related party | 1,753 | 865 |
Prepaid expenses and other current assets | 4,526 | 4,133 |
Total current assets | 158,801 | 156,252 |
Property and equipment, net | 12,785 | 12,433 |
Operating lease right-of-use asset, net | 21,076 | 21,480 |
Restricted cash | 16,574 | 16,574 |
Long-term investment, at fair value | 11,148 | 11,148 |
Intangible asset, net | 7,022 | 7,377 |
Other assets | 1,353 | 1,158 |
Total assets | 228,759 | 226,422 |
Current liabilities | ||
Accounts payable and accrued expenses | 34,200 | 35,451 |
Accounts payable and accrued expenses - related party | 13 | |
Interest payable | 1,081 | 1,042 |
Interest payable - related party | 53 | 92 |
Notes payable, short-term (net of debt discount of $0 at March 31, 2020 and December 31, 2019) | 14,522 | 7,220 |
Operating lease liabilities - short-term | 1,794 | 1,784 |
Derivative warrant liability | 69 | 27 |
Total current liabilities | 51,732 | 45,616 |
Notes payable, long-term (net of debt discount of $4,354 and $5,086 at March 31, 2020 and December 31, 2019, respectively) | 70,866 | 77,436 |
Operating lease liabilities - long-term | 23,647 | 23,712 |
Other long-term liabilities | 7,229 | 7,126 |
Total liabilities | 153,474 | 153,890 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 2,059,917 and 1,341,167 shares issued as of March 31, 2020 and December 31, 2019, respectively; 2,054,917 and 1,341,167 shares outstanding as of March 31, 2020 and December 31, 2019, respectively; liquidation value of $25.00 per share | 2 | 1 |
Common stock, $.001 par value, 100,000,000 shares authorized, 78,572,169 and 74,027,425 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 79 | 74 |
Common stock issuable, 489,095 and 251,337 shares as of March 31, 2020 and December 31, 2019, respectively | 661 | 500 |
Treasury stock | (70) | |
Additional paid-in-capital | 485,160 | 461,874 |
Accumulated deficit | (448,604) | (436,234) |
Total stockholders' equity attributed to the Company | 37,228 | 26,215 |
Non-controlling interests | 38,057 | 46,317 |
Total stockholders' equity | 75,285 | 72,532 |
Total liabilities and stockholders' equity | $ 228,759 | $ 226,422 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 100 |
Debt Instrument, Unamortized Discount, Current | 0 | 0 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 4,354 | $ 5,086 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock Shares Designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 2,059,917 | 1,341,167 |
Preferred Stock, shares outstanding | 2,054,917 | 1,341,167 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 78,572,169 | 74,027,425 |
Common Stock, shares outstanding | 78,572,169 | 74,027,425 |
Common Stock, Shares Subscribed but Unissued | 489,095 | 251,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Product revenue, net | $ 11,946 | $ 6,125 |
Revenue - related party | 972 | 352 |
Net revenue | 12,918 | 6,477 |
Operating expenses | ||
Cost of goods sold - product revenue | 3,810 | 1,884 |
Research and development | 14,867 | 23,273 |
Research and development - licenses acquired | 250 | 450 |
General and administrative | 15,519 | 13,478 |
Total operating expenses | 34,446 | 39,085 |
Loss from operations | (21,528) | (32,608) |
Other income (expense) | ||
Interest income | 627 | 438 |
Interest expense and financing fee | (3,125) | (2,469) |
Change in fair value of derivative liability | (42) | 0 |
Gain on deconsolidation of Caelum | 0 | 18,384 |
Total other income (expense) | (2,540) | 16,353 |
Net loss | (24,068) | (16,255) |
Less: net loss attributable to non-controlling interests | 11,698 | 17,647 |
Net income (loss) attributable to common stockholders | $ (12,370) | $ 1,392 |
Net loss per common share - basic | $ (0.38) | $ (0.34) |
Net loss per common share - diluted | (0.38) | (0.25) |
Net income (loss) per common share attributable to common stockholders - basic | (0.19) | 0.03 |
Net income (loss) per common share attributable to common stockholders - diluted | $ (0.19) | $ 0.02 |
Weighted average common shares outstanding - basic | 63,496,256 | 48,506,994 |
Weighted average common shares outstanding - diluted | 63,496,256 | 63,811,136 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock [Member] | Common Stock [Member] | Shares Issuable [Member] | Treasury Stock [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 58 | $ 659 | $ 397,408 | $ (396,274) | $ 17,891 | $ 19,743 | |
Balance (in shares) at Dec. 31, 2018 | 1,000,000 | 57,845,447 | ||||||
Stock-based compensation expense | $ 0 | $ 0 | 0 | 3,309 | 0 | 0 | 3,309 | |
Issuance of restricted stock | 0 | $ 2 | 0 | (2) | 0 | 0 | 0 | |
Issuance of restricted stock (in shares) | 1,609,325 | |||||||
Issuance of subsidiaries' common shares for license expenses | 0 | $ 0 | (164) | 164 | 0 | 0 | 0 | |
Issuance of common stock for at-the-market offering, net | 0 | $ 3 | 0 | 6,139 | 0 | 0 | 6,142 | |
Issuance of common stock for at-the-market offering, net (in shares) | 2,927,427 | |||||||
Preferred A dividends declared and paid | 0 | $ 0 | 0 | (586) | 0 | 0 | (586) | |
Partner company's sale of stock, net | 0 | 0 | 0 | 31,499 | 0 | 0 | 31,499 | |
Partner company's at-the-market offering, net | 0 | 0 | 0 | 355 | 0 | 0 | 355 | |
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | 0 | 0 | 888 | 0 | 0 | 888 | |
Common shares issuable for 2017 Subordinated Note Financing interest expense | 0 | 0 | 484 | 0 | 0 | 0 | 484 | |
Common shares issued for 2017 Subordinated Note Financing interest expense | 0 | $ 0 | (495) | 495 | 0 | 0 | 0 | |
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 744,322 | |||||||
Common shares issuable for Opus interest expense | 0 | $ 0 | 281 | 0 | 0 | 0 | 281 | |
Non-controlling interest in partner companies | 0 | 0 | 0 | (24,799) | 0 | 24,799 | 0 | |
Deconsolidation of Caelum non-controlling interest | 0 | 0 | 0 | 0 | 0 | 4,849 | 4,849 | |
Net loss attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 | (17,647) | (17,647) | |
Net income attributable to common stockholders | 0 | 0 | 0 | 0 | 1,392 | 0 | 1,392 | |
Balance at Mar. 31, 2019 | $ 1 | $ 63 | 765 | 414,870 | (394,882) | 29,892 | 50,709 | |
Balance (in shares) at Mar. 31, 2019 | 1,000,000 | 63,126,521 | ||||||
Balance at Dec. 31, 2019 | $ 1 | $ 74 | 500 | $ 0 | 461,874 | (436,234) | 46,317 | 72,532 |
Balance (in shares) at Dec. 31, 2019 | 1,341,167 | 74,027,425 | ||||||
Stock-based compensation expense | $ 0 | $ 0 | 0 | 0 | 3,400 | 0 | 0 | 3,400 |
Issuance of common stock related to equity plans | $ 0 | $ 2 | 0 | 0 | (2) | 0 | 0 | 0 |
Issuance of common stock related to equity plans (in shares) | 1,952,407 | |||||||
Issuance of restricted stock (in shares) | 0 | |||||||
Issuance of common stock for at-the-market offering, net | $ 0 | $ 3 | 0 | 0 | 5,877 | 0 | 0 | 5,880 |
Issuance of common stock for at-the-market offering, net (in shares) | 2,341,000 | |||||||
Preferred A dividends declared and paid | 0 | $ 0 | 0 | 0 | (1,207) | 0 | 0 | (1,207) |
Repurchase of Series A preferred stock, net | $ 0 | 0 | 0 | (70) | (2) | 0 | 0 | (72) |
Repurchase of Series A preferred stock, net (in shares) | (5,000) | |||||||
Issuance of Series A preferred stock for cash, net | $ 1 | 0 | 0 | 0 | 13,066 | 0 | 0 | 13,067 |
Issuance of Series A preferred stock for cash, net (in shares) | 718,750 | |||||||
Partner company's at-the-market offering, net | $ 0 | 0 | 0 | 0 | 4,910 | 0 | 0 | 4,910 |
Partner company's exercise of warrants for cash | 0 | 0 | 0 | 0 | 13 | 0 | 0 | 13 |
Partner company's ESPP | 0 | 0 | 0 | 0 | 169 | 0 | 0 | 169 |
Common shares issuable for NHLD interest expense | 0 | 0 | 506 | 0 | 0 | 0 | 0 | 506 |
Common shares issued for NHLD interest expense | 0 | $ 0 | (500) | 0 | 500 | 0 | 0 | 0 |
Common shares issued for NHLD interest expense (in shares) | 251,337 | |||||||
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | |||||||
Common shares issuable for Opus interest expense | 0 | $ 0 | (155) | 0 | 0 | 0 | 0 | (155) |
Non-controlling interest in partner companies | 0 | 0 | 0 | 0 | (3,438) | 0 | 3,438 | 0 |
Net loss attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | (11,698) | (11,698) |
Net income attributable to common stockholders | 0 | 0 | 0 | 0 | 0 | (12,370) | 0 | (12,370) |
Balance at Mar. 31, 2020 | $ 2 | $ 79 | $ 661 | $ (70) | $ 485,160 | $ (448,604) | $ 38,057 | $ 75,285 |
Balance (in shares) at Mar. 31, 2020 | 2,054,917 | 78,572,169 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (24,068) | $ (16,255) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 527 | 481 |
Amortization of debt discount | 747 | 622 |
Non cash interest expense | 150 | 0 |
Amortization of product revenue license fee | 355 | 234 |
Amortization of operating lease right-of-use assets | 403 | 381 |
Stock-based compensation expense | 3,400 | 3,309 |
Common shares issuable for Opus interest expense | 155 | 281 |
Common shares issuable for 2017 Subordinated Note Financing interest expense | 506 | 484 |
Change in fair value of derivative liability | 42 | 0 |
Gain on deconsolidation of Caelum | 0 | (18,384) |
Research and development-licenses acquired, expense | 250 | 450 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | (2,271) | (2,524) |
Inventory | 88 | 49 |
Other receivables - related party | (888) | (34) |
Prepaid expenses and other current assets | (393) | 2,483 |
Other assets | (195) | (949) |
Accounts payable and accrued expenses | 612 | (3,664) |
Accounts payable and accrued expenses - related party | (13) | 133 |
Interest payable | (39) | 21 |
Interest payable - related party | 39 | 0 |
Lease liabilities | (54) | (351) |
Other long-term liabilities | (47) | 888 |
Net cash used in operating activities | (21,892) | (25,325) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (526) | (300) |
Purchase of intangible assets | (1,250) | 0 |
Redemption of short-term investment (certificates of deposit) | 0 | 12,560 |
Deconsolidation of Caelum | 0 | (1,201) |
Net cash provided by (used in) continuing investing activities | (1,776) | 11,059 |
Net cash provided by discontinued investing activities | 0 | 13,089 |
Net cash provided by (used in) investing activities | (1,776) | 24,148 |
Cash Flows from Financing Activities: | ||
Payment of Preferred A dividends | (1,207) | (586) |
Purchase of treasury stock | (70) | 0 |
Payment of costs related to purchase of treasury stock | (2) | 0 |
Proceeds from issuance of Series A preferred stock | (14,375) | 0 |
Payment of costs related to the issuance of Series A preferred stock | (1,213) | 0 |
Proceeds from at-the-market offering | 6,068 | 6,251 |
Payment of cost related to at-the-market offering | (188) | (109) |
Proceeds from partner company's ESPP | 169 | 0 |
Proceeds from partner company's sale of stock | 0 | 34,999 |
Payment of costs related to partner company's sale of stock | (69) | (3,500) |
Proceeds from partner company's at-the-market offering | 4,997 | 366 |
Payment of costs related to partner company's at-the-market offering | (87) | (11) |
Proceeds from exercise of partner company's warrants | 13 | 0 |
Payment of debt issue costs associated with 2017 Subordinated Note Financing | (26) | 0 |
Payment of debt issue costs associated with 2018 Venture Notes | (7) | (67) |
Proceeds from partner company's Horizon Notes | 0 | 15,000 |
Payment of debt issuance costs associated with partner company's Horizon Notes | 0 | (230) |
Net cash provided by financing activities | 22,753 | 52,113 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (915) | 50,936 |
Cash and cash equivalents and restricted cash at beginning of period | 153,432 | 81,582 |
Cash and cash equivalents and restricted cash at end of period | 152,517 | 132,518 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,609 | 1,100 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Settlement of restricted stock units into common stock | 2 | 2 |
Unpaid debt offering costs | 8 | 1,202 |
Common shares issuable for license acquired | 0 | 164 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 500 | 495 |
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | 888 |
Unpaid fixed assets | 540 | 191 |
Unpaid at-the-market offering cost | 6 | 0 |
Unpaid Preferred A offering cost | 98 | 0 |
Unpaid research and development licenses acquired | $ 350 | $ 250 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing pharmaceutical and biotechnology products and product candidates, which the Company does at the Fortress level, at its majority-owned and majority-controlled subsidiaries and joint ventures, and at entities the Company founded and in which it maintains significant minority ownership positions. Fortress has a talented and experienced business development team, comprising scientists, doctors and finance professionals, who identify and evaluate promising products and product candidates for potential acquisition by new or existing partner companies. Fortress through its partner companies has executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center, Fred Hutchinson Cancer Research Center, St. Jude Children’s Research Hospital, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Cincinnati Children’s Hospital Medical Center, Columbia University, the University of Pennsylvania, and AstraZeneca plc. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help the partners achieve their goals. Partner companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, and public and private financings; to date, three partner companies are publicly-traded, and two have consummated strategic partnerships with industry leaders Alexion Pharmaceuticals, Inc. and InvaGen Pharmaceuticals, Inc. (a subsidiary of Cipla Limited). Several of our partner companies possess licenses to product candidate intellectual property, including Aevitas Therapeutics, Inc. (“Aevitas”), Avenue Therapeutics, Inc. (“Avenue”), Baergic Bio, Inc. (“Baergic”), Caelum Biosciences, Inc. (“Caelum”), Cellvation, Inc. (“Cellvation”), Checkpoint Therapeutics, Inc. (“Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Hepla Sciences, Inc. (“Hepla”), Journey Medical Corporation (“Journey” or “JMC”), Mustang Bio, Inc. (“Mustang”) and Oncogenuity, Inc. (“Oncogenuity”). Liquidity and Capital Resources Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities, from the sale of partner companies, the proceeds from the exercise of warrants and stock options. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of a partner company, grants or other arrangements to fully develop and prepare regulatory filings and obtain regulatory approvals for the existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for the potential products, sales and marketing capabilities. If such funding is not available or not available on terms acceptable to the Company, the Company’s current development plan and plans for expansion of its general and administrative infrastructure will be curtailed. The Company also has the ability, subject to limitations imposed by Rule 144 of the Securities Act of 1933 and other applicable laws and regulations, to raise money from the sale of common stock of the public companies in which it has ownership positions. In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact to be material. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2020, from which the Company derived the balance sheet data at December 31, 2019, as well as Checkpoint’s Form 10-K, filed with the SEC on March 11, 2020, Mustang’s Form 10-K, filed with the SEC on March 16, 2020, and Avenue’s Form 10-K, filed with the SEC on March 30, 2020. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The Company also consolidates subsidiaries in which it owns less than 50% of the subsidiary but maintains voting control. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of partner companies. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. On January 1, 2020, the Company’s adoption of this guidance to did not have a material impact on its financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations The table below depicts the cash flows from the sale of the Company’s investment in National Holdings Corporation, a diversified independent brokerage company (together with its subsidiaries, herein referred to as “NHLD” or “National”) for the three months ended March 31, 2019: March 31, ($ in thousands) 2019 Investing activities Proceeds from sale of National $ 13,089 Total cash provided by discontinued investing activities $ 13,089 At March 31, 2020, the Company had no ownership interest in National. |
Collaboration and Stock Purchas
Collaboration and Stock Purchase Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration and Stock Purchase Agreements | |
Collaboration and Stock Purchase Agreements | 4. Collaboration and Stock Purchase Agreements Caelum Agreement with Alexion In January 2019, Caelum, a subsidiary of the Company, entered into a Development, Option and Stock Purchase Agreement (the “DOSPA”) and related documents by and among Caelum, Alexion Therapeutics, Inc. (“Alexion”), the Company and Caelum security holders parties thereto (including Fortress, the “Sellers”). Under the terms of the agreement, Alexion purchased a 19.9% minority equity interest in Caelum for $30 million. Additionally, Alexion has agreed to make potential payments to Caelum upon the achievement of certain developmental milestones, in exchange for which Alexion obtained a contingent exclusive option to acquire the remaining equity in Caelum. The agreement also provides for potential additional payments, in the event Alexion exercises the purchase option, for up to $500 million, which includes an upfront option exercise payment and potential regulatory and commercial milestone payments. In December 2019, following the U.S. Food and Drug Administration (“FDA”) feedback which resulted in the redesign and expansion of Caelum’s planned clinical development program for CAEL-101, Caelum entered into an Amended and Restated DOSPA, which amended the terms of the existing agreement with Alexion. The amendment modified the terms of Alexion’s option to acquire the remaining equity in Caelum based on data from the expanded Phase II/III trials. The amendment also modified the development-related milestone events associated with the initial $30.0 million in contingent payments, provided for an additional $20.0 million in upfront funding, as well as funding of $60.0 million in exchange for an additional equity interest in Caelum at fair value upon achievement of a specific development-related milestone event. Avenue Agreement with InvaGen On November 12, 2018, the Company’s partner company Avenue entered into a Stock Purchase and Merger Agreement (“SPMA”) with InvaGen Pharmaceuticals Inc. (“InvaGen”) and Madison Pharmaceuticals Inc., a newly formed, wholly-owned subsidiary of InvaGen. Pursuant to the SPMA, and following approval by Avenue’s stockholders on February 8, 2019, InvaGen purchased a number of shares of Avenue common stock representing 33.3% of Avenue’s fully diluted capital stock for net proceeds to Avenue of $31.5 million (after deducting fees and other offering-related costs). Upon the achievement of certain closing conditions (including most notably U.S. Food and Drug Administration approval for IV Tramadol, Avenue’s product candidate), InvaGen will be obligated to acquire Avenue via reverse subsidiary merger (the “Merger Transaction”). Under the Merger Transaction, InvaGen will pay $180 million (subject to certain potential reductions) to the holders of Avenue’s capital stock (other than InvaGen itself). Subject to the terms and conditions described in the SPMA, InvaGen may also provide interim financing to Avenue in an amount of up to $7.0 million during the time period between February 8, 2019 and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to Company stockholders by virtue of the Merger Transaction. Prior to the closing of the Merger Transaction, Avenue will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a trust company as rights agent, pursuant to which holders of common shares of Avenue, other than InvaGen (each, a “Holder”), will be entitled to receive on Contingent Value Right (“CVR”) for each share held immediately prior to the Merger Transaction. Each CVR represents the right of its holder to receive a contingent cash payment pursuant to the CVR Agreement upon the achievement of certain milestones. If, during the period commencing on the day following the closing of the Merger Transaction until December 31, 2028, IV Tramadol generates at least $325 million or more in Net Sales (as defined in the CVR Agreement) in a calendar year, each Holder shall be entitled to receive their pro rata share of (i) if the product generated less than $400 million in Net Sales during such calendar year, 10% of Gross Profit (as defined in the CVR Agreement), (ii) if the product generated between $400 million and $500 million in Net Sales during such calendar year, 12.5% of Gross Profit, or (iii) if the product generated more than $500 million in Net Sales during such calendar year, 15% of Gross Profit. Additionally, at any time beginning on January 1, 2029 that IV Tramadol has generated at least $1.5 billion in aggregate Net Sales, then with respect to each calendar year in which IV Tramadol generates $100 million or more in Net Sales, each Holder shall be entitled to receive their pro rata share of an amount equal to 20% of the Gross Profit generated by IV Tramadol. These additional payments will terminate on the earlier of December 31, 2036 and the date (which may be extended by up to 6 months) that any person has received approval from the FDA for an Abbreviated New Drug Application or an FDA AP-rated 505(b)(2) NDA using IV Tramadol. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Fortress’ property and equipment consisted of the following: Useful Life March 31, December 31, ($ in thousands) (Years) 2020 2019 (Unaudited) Computer equipment 3 $ 663 $ 648 Furniture and fixtures 5 1,199 1,162 Machinery & equipment 5 4,644 4,594 Leasehold improvements 5‑15 10,580 9,358 Construction in progress 1 N/A 712 1,157 Total property and equipment 17,798 16,919 Less: Accumulated depreciation (5,013) (4,486) Property and equipment, net $ 12,785 $ 12,433 Note 1: Relates to the Mustang cell processing facility. Fortress' depreciation expense for the three months ended March 31, 2020 and 2019 was approximately $0.5 million and $0.5 million, respectively, and was recorded in both research and development expense and general and administrative expense in the Condensed Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. Fair Value of Caelum The Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and estimated the fair value to be $11.1 million based on a per share value of $1.543. The following inputs were utilized to derive the value: risk free rate of return of 1.6%, volatility of 70% and a discount for lack of marketability of 28.7%. In connection with the DOSPA Caelum’s convertible notes automatically converted into common shares of Caelum and the warrant liability payable to the placement agent in connection with the placement of the convertible notes was also issued (see Note 10). Cyprium Warrant Liability The fair value of the Cyprium Contingently Issuable Warrants in connection with the 2018 Venture Debt was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option-pricing model, with the following key assumptions: March 31, 2020 December 31, 2019 Risk-free interest rate 0.70 % 1.92 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 93 % 93 % Probability of issuance of the warrant 10 % 5 % Cyprium Contingently Issuable Warrant ($ in thousands) Liability Ending balance at January 1, 2020 $ 27 Change in fair value 42 Ending balance at March 31, 2020 $ 69 The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value as of March 31, 2020 and December 31, 2019: Fair Value Measurement as of March 31, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ 11,148 Total $ — $ — $ 11,148 $ 11,148 Fair Value Measurement as of March 31, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 69 $ 69 Total $ — $ — $ 69 $ 69 Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ Total $ — $ — $ 11,148 $ Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 27 $ Total $ — $ — $ 27 $ The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of March 31, 2020: Investment in Warrant ($ in thousands) Caelum Liabilities Total Balance at December 31, 2019 $ 11,148 $ 27 $ 11,175 Fair value of investment — 42 42 Balance at March 31, 2020 $ 11,148 $ 69 $ 11,217 As of March 31, 2020, no transfers occurred between Level 1, Level 2 and Level 3 instruments. |
Licenses Acquired
Licenses Acquired | 3 Months Ended |
Mar. 31, 2020 | |
Licenses Acquired | |
Licenses Acquired | 7. Licenses Acquired In accordance with ASC 730-10-25-1, Research and Development , costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. The licenses purchased by Fortress, Aevitas, Avenue, Cellvation, Checkpoint, Cyprium, Helocyte, Mustang and Baergic require substantial completion of research and development, and regulatory and marketing approval efforts in order to reach technological feasibility. As such, for the three months ended March 31, 2020 and 2019, the purchase price of licenses acquired was classified as research and development-licenses acquired in the Condensed Consolidated Statements of Operations as reflected in the table below: For the Three Months Ended March 31, ($ in thousands) 2020 2019 Partner company: Mustang $ 250 $ 450 Total Research and Development – Licenses Acquired $ 250 $ 450 Mustang For the three months ended March 31, 2020 and 2019, Mustang recorded the following expense in research and development for licenses acquired: For the Three Months Ended March 31, ($in thousands) 2020 2019 City of Hope (COH) – CD123 (MB-102) $ — $ 250 COH – HER2 (MB-103) 1 250 — Nationwide Children’s Hospital – C134 (MB-108) — 200 Total $ 250 $ 450 Note 1: Represents a non-refundable milestone payment in connection with the twentieth patient treated in the Phase 1 clinical study of MB-103 at COH. |
Sponsored Research and Clinical
Sponsored Research and Clinical Trial Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Sponsored Research and Clinical Trial Agreements | |
Sponsored Research and Clinical Trial Agreements | 8. Sponsored Research and Clinical Trial Agreements Aevitas In 2018, Aevitas entered into a Sponsored Research Agreement (“SRA”) with the Trustees of the University of Pennsylvania (“UPenn SRA”), as amended in January 2020, for certain continued research and development activities related to the development of AAV gene therapies in complement-mediated diseases. For the three months ended March 31, 2020 and 2019, Aevitas recorded expense of $0.3 million and $0.3 million, respectively, in research and development associated with the UPenn SRA. Cellvation For the three months ended March 31, 2020 and 2019 Cellvation recorded expense of nil and $0.1 million, respectively, in connection with its sponsored research arrangement with the University of Texas. The expense was recorded in research and development expense in the Company’s condensed consolidated statements of operations. Mustang For the three months ended March 31, 2020 and 2019, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: For the A17Three Months Ended March 31, ($ in thousands) 2020 2019 City of Hope (COH) $ 500 $ 500 COH – CD123 (MB-102) 230 303 COH – IL13Rα2 (MB-101) 92 342 COH – manufacturing — 114 Fred Hutch-CD20 (MB-106) 527 267 Beth Israel Deaconess Medical Center (BIDMC) - CRISPR — 69 Total $ 1,349 $ 1,595 |
Intangibles, net
Intangibles, net | 3 Months Ended |
Mar. 31, 2020 | |
Intangibles, net | |
Intangibles, net | 9. Intangibles, net On July 22, 2019 Journey purchased Ximino®, a minocycline hydrochloride used to treat acne from a third party. Pursuant to the terms and conditions of the Asset Purchase Agreement (“APA”), total consideration for the APA is $9.4 million, comprised of an upfront payment of $2.4 million payable within 60 days after execution on September 22, 2019. The remaining four payments totaling $7.0 million are due in consecutive years commencing on the second anniversary of execution of the APA. In addition, Journey is obligated to pay royalties in the mid-teens based on net sales of Ximino, subject to specified reductions. The Company, in accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determined the purchase of Ximino did not constitute the purchase of a business, and therefore recorded the purchase price of Ximino as an asset, to be amortized over the life of the product, which is deemed to be seven years. In addition, the Company determined pursuant to ASC 450, Contingencies, that royalty payments in connection with the APA will be recorded when they become payable with a corresponding charge to cost of goods sold. In accordance with the terms of the APA, Journey will incur interest expense in the event of payment default. As such per ASC 835-30 Interest-Imputed Interest, Journey recorded an initial discount for imputed interest of $2.3 million. As of March 31, 2020, Journey recorded an intangible asset related to this transaction of $7.1 million which was recorded on the condensed consolidated balance sheet of Fortress. The table below provides a summary of the Journey intangible assets as of March 31, 2020 and December 31, 2019, respectively: Estimated Useful March 31, December 31, ($ in thousands) Lives (Years) 2020 2019 (Unaudited) Intangible assets – asset purchases 3 to 7 $ 9,934 $ 9,934 Total 9,934 9,934 Accumulated amortization (2,912) (2,557) Net intangible assets $ 7,022 $ 7,377 The table below provides a summary for the three months ended March 31, 2020, of Journey’s recognized expense related to its product licenses, which was recorded in costs of goods sold on the Condensed Consolidated Statement of Operations: Intangible ($ in thousands) Assets, Net Beginning balance at January 1, 2020 $ 7,377 Amortization expense (355) Ending balance at March 31, 2020 $ 7,022 The future amortization of these intangible assets is as follows ($ in thousands): Total Ximino® Exelderm® Amortization Nine Months Ended December 31, 2020 $ 764 $ 300 $ 1,064 Year Ended December 31, 2021 1,019 267 1,286 Year Ended December 31, 2022 1,019 — 1,019 Year Ended December 31, 2023 1,019 — 1,019 Year Ended December 31, 2024 1,019 — 1,019 Thereafter 1,615 1,615 Total 1 $ 6,455 $ 567 $ 7,022 |
Debt and Interest
Debt and Interest | 3 Months Ended |
Mar. 31, 2020 | |
Debt and Interest | |
Debt and Interest | 10. Debt and Interest Debt Total debt consists of the following as of March 31, 2020 and December 31, 2019: March 31, December ($ in thousands) 2020 31, 2019 Interest rate Maturity IDB Note $ 14,929 $ 14,929 2.25 % Aug - 2021 2017 Subordinated Note Financing 3,254 3,254 8.00 % 3 March - 2022 2017 Subordinated Note Financing 13,893 13,893 8.00 % 3 May - 2022 2017 Subordinated Note Financing 1,820 1,820 8.00 % 3 June - 2022 2017 Subordinated Note Financing 3,018 3,018 8.00 % 3 August - 2022 2017 Subordinated Note Financing 6,371 6,371 8.00 % 3 September - 2022 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 2019 Notes 1 9,000 9,000 12.00 % September - 2021 Mustang Horizon Notes 2 15,750 15,750 9.00 % October - 2022 Total notes payable 89,742 89,742 Less: Discount on notes payable 4,354 5,086 Total notes payable $ 85,388 $ 84,656 Note 1: Formerly the Opus Credit Facility Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension effective 2020, the interest rate increased by 1% to 9.0%. Note 4: At March 31, 2020 and December 31,2019, $11.4 million and $6.0 million, respectively are included in Notes payable, short-term on the condensed consolidated balance sheets. 2019 Notes (formerly the Opus Credit Facility Agreement) As of December 31, 2019, Opus Point Healthcare Innovations Fund, LP (“OPHIF”) dissolved and distributed it assets among its limited partners. Following the distribution, the facility is comprised of three separate notes herein referred to as the 2019 Notes. The allocation of the $9.0 million facility was as follows: DAK Capital Inc.: $3.8 million; Fortress’s Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald): $2.9 million; and Fortress’s Executive Vice President, Strategic Development (Michael S. Weiss): $2.3 million. Terms of the 2019 Notes did not change. Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees represents fees associated with loan transaction costs, amortized over the life of the loan: Three Months Ended March 31, 2020 2019 ($ in thousands) Interest Fees 1 Total Interest Fees 1 Total IDB Note $ 84 $ — $ 84 $ 83 $ — $ 2017 Subordinated Note Financing 1,084 312 1,396 1,028 363 1,391 2019 Notes 269 — 269 281 113 2018 Venture Notes 433 176 609 429 146 LOC Fees 15 — 15 15 — 15 Mustang Horizon Notes 341 259 600 11 — 11 Note Payable 2 150 — 150 — — — Other 2 — 2 — — — Total Interest Expense and Financing Fee $ 2,378 $ 747 $ 3,125 $ 1,847 $ 622 $ 2,469 Note 1: Amortization of fees Note 2: Imputed interest expense related to Ximino purchase (see Note 9). |
Accrued Liabilities and other L
Accrued Liabilities and other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities and other Long-Term Liabilities | |
Accrued Liabilities and other Long-Term Liabilities | 11. Accrued Liabilities and other Long-Term Liabilities Accrued expenses and other long-term liabilities consisted of the following: March 31, December ($ in thousands) 2020 31, 2019 Accrued expenses: Professional fees $ 1,050 $ 1,153 Salaries, bonuses and related benefits 6,139 6,683 Accrued expense - related party 13 — Research and development 2,096 4,215 Research and development - manufacturing 1,032 1,017 Research and development - clinical supplies 2,055 — Research and development - license maintenance fees 133 361 Research and development - milestones 850 — Accrued royalties payable 2,456 2,320 Accrued coupon expense 8,735 8,391 Other 1,311 1,259 Total accrued expenses $ 25,870 $ 25,399 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 2,089 $ 2,136 Long-term note payable 2 5,140 4,990 Total other long-term liabilities $ 7,229 $ 7,126 Note 1: As of March 31, 2020, and December 31, 2019, balance consists of deferred charges related to build-out of the New York facility. Note 2: As of March 31, 2020 and December 31, 2019, balance consists of Journey’s note payable of $7.0 million, net of an imputed interest discount of $1.9 million and $2.0 million , respectively, in connection with its acquisition of Ximino in July 2019 (see Note 9). The imputed interest discount was calculated utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. Amortization of interest discount was $0.1 million for the three months ended March 31, 2020.No expense was recorded for the three months ended March 31, 2019. |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2020 | |
Non-Controlling Interests | |
Non-Controlling Interests | 12. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows: For the three months ended As of March 31, 2020 March 31, 2020 As of March 31, 2020 Net loss attributable to non-controlling interests Non-controlling ($ in thousands) NCI equity share Non-controlling interests in consolidated entities ownership Aevitas $ (1,989) $ (186) $ (2,175) 35.8 % Avenue 2 5,419 (955) 4,464 77.3 % Baergic (1,201) (3) (1,204) 33.0 % Cellvation (917) (38) (955) 20.6 % Checkpoint 1 15,121 (2,403) 12,718 78.4 % Coronado SO (290) - (290) 13.0 % Cyprium (795) (89) (884) 18.9 % Helocyte (4,700) (165) (4,865) 18.8 % JMC 118 159 277 6.9 % Mustang 2 39,640 (8,008) 31,632 69.0 % Tamid (651) (10) (661) 22.8 % Total $ 49,755 $ (11,698) $ 38,057 For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to non-controlling interests Non-controlling ($ in thousands) NCI equity share Non-controlling interests in consolidated entities ownership Aevitas $ (1,249) $ (694) $ (1,943) 35.8 % Avenue 2 24,269 (19,011) 5,258 77.3 % Baergic 23 (1,162) (1,139) 33.0 % Cellvation (732) (158) (890) 20.6 % Checkpoint 1 29,389 (14,687) 14,702 78.0 % Coronado SO (290) - (290) 13.0 % Cyprium (320) (99) (419) 10.6 % Helocyte (4,322) (402) (4,724) 19.3 % JMC (211) 325 114 6.9 % Mustang 2 62,025 (25,727) 36,298 70.3 % Tamid (565) (85) (650) 22.8 % Total $ 108,017 $ (61,700) $ 46,317 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Net Loss per Common Share | |
Net Loss per Common Share | 13. Net Loss per Common Share The Company calculates loss per share using the two-class method, which is an earnings allocation formula that determines earnings per share for Common Stock and participating securities, if any, according to dividends declared and non-forfeitable participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to Common Stock and participating securities, if any, based on their respective rights to receive dividends. Holders of restricted Common Stock were entitled to all cash dividends, when and if declared, and such dividends are non-forfeitable. The participating securities do not have a contractual obligation to share in any losses of the Company. As a result, net losses are not allocated to the participating securities for any periods presented. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding during the period, without consideration for Common Stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of Common Stock and Common Stock equivalents outstanding for the period. Included in Common Stock issued and outstanding as of March 31, 2020 and 2019 were 14,307,564 and 12,622,076 shares of unvested restricted stock, which is excluded from the weighted average Common Stock outstanding for the quarter ended March 31, 2020 since its effect would be dilutive. The following table sets forth the computation of earnings per share attributable to common stockholders for the quarter ended March 31, 2019 (amounts in thousands except share and per share data): Three Months Ended March 31, 2019 Net income attributable to common stockholders $ 1,392 Weighted average shares outstanding - basic 48,506,994 Preferred stock, Series A 1,000,000 Stock options 378,835 Warrants 60,000 Unvested restricted stock 12,622,076 Unvested restricted stock units 1,243,231 Weighted average shares outstanding - diluted 63,811,136 Per share data: Basic $ 0.03 Diluted $ 0.02 The Company’s common stock equivalents, including unvested restricted stock, options, and warrants have been excluded from the computation of diluted loss per share for the three months ended March 31, 2020 as the effect would be to reduce the loss per share. Therefore, the weighted average common stock outstanding used to calculate both basic and diluted income loss per share is the same for the quarter ended March 31, 2020. The following shares of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive for the three months ended March 31, 2020: March 31, 2020 Warrants to purchase Common Stock 773,234 Opus warrants to purchase Common Stock 1,880,000 Options to purchase Common Stock 1,210,502 Convertible Preferred Stock 1,706,208 Unvested Restricted Stock 14,307,564 Unvested Restricted Stock Units 487,996 Total 20,365,504 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity Stock-based Compensation The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, ($ in thousands) 2020 2019 Employee awards $ 1,217 $ 935 Executive awards of Fortress partner companies’ stock 401 352 Non-employee awards 54 (2) Fortress partner companies: Avenue 215 751 Checkpoint 639 798 Mustang 805 432 Other 69 43 Total stock-based compensation $ 3,400 $ 3,309 For the three months ended March 31, 2020 and 2019, approximately $0.9 million and $0.6 million, respectively, of stock-based compensation expense was included in research and development expenses in connection with equity grants made to employees and consultants and approximately $2.5 million and $2.7 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. Stock Options The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Options vested and expected to vest at March 31, 2020 1,410,501 $ 4.30 $ 285,744 2.08 Options vested and exercisable at March 31, 2020 1,310,501 $ 4.54 $ 214,744 1.95 As of March 31, 2020, Fortress had no unrecognized stock-based compensation expense related to options. Restricted Stock and Restricted Stock Units The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress Companies: Weighted average Number of shares grant price Unvested balance at December 31, 2019 13,768,014 $ 2.46 Restricted stock granted 1,873,072 2.57 Restricted stock vested (1,539,564) 2.69 Restricted stock units granted 6,836 2.56 Restricted stock units forfeited (81,250) 3.28 Restricted stock units vested (79,335) 3.56 Unvested balance at March 31, 2020 13,947,773 $ 2.47 As of March 31, 2020 and 2019, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $17.9 million and $14.8 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 4.2 years and 5.4 years, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Granted — — — — Forfeited — — — — Outstanding as of March 31, 2020 2,741,180 $ 3.19 $ 31,200 2.48 Exercisable as of March 31, 2020 2,656,180 $ 2.79 $ 31,200 1.99 Employee Stock Purchase Plan Eligible employees can purchase the Company’s Common Stock at the end of a predetermined offering period at 85% of the lower of the fair market value at the beginning or end of the offering period. The ESPP is compensatory and results in stock-based compensation expense. As of March 31, 2020, 454,515 shares have been purchased and 545,485 shares are available for future sale under the Company’s ESPP. Share-based compensation expense recorded was approximately $18,000 and $20,000, respectively, for the three months ended March 31, 2020 and 2019. Capital Raises At-the-Market Offering Pursuant to the terms of the Company’s Amended and Restated At Market Issuance Sales Agreement, or Sales Agreement, with B. Riley FBR, Inc. (“B. Riley,” f/k/a MLV & Co. LLC, and FBR Capital Markets & Co.) (the “ATM”), for the three-month period ended March 31, 2020, the Company issued approximately 2.3 million shares of common stock at an average price of $2.59 per share for gross proceeds of $6.1 million. In connection with these sales, the Company paid aggregate fees of approximately $0.2 million. These shares were sold pursuant to the current shelf registration statement on Form S-3; approximately $17.9 million of the shelf remains available for sale at March 31, 2020. 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering On February 14, 2020, the Company announced the closing of an underwritten public offering, whereby it sold 625,000 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Nasdaq: FBIOP) (the “Preferred Stock”), (plus a 45-day option to purchase up to an additional 93,750 shares, which was exercised in February 2020) at a price of $20.00 per share for gross proceeds of approximately $14.4million, before deducting underwriting discounts and commissions and offering expenses of approximately $1.3 million. The shares of Preferred Stock were sold under the Company’s shelf registration statement on Form S-3 originally filed on July 6, 2018 and declared effective July 23, 2019 (the “2019 Shelf”). Approximately $17.9 million of securities remain available for sale under the 2019 Shelf at March 31, 2020. Mustang Bio, Inc. Mustang At-the-Market Offering On July 13, 2018, Mustang filed a shelf registration statement No. 333-226175 on Form S-3, as amended on July 20, 2018 (the "2018 Mustang S-3"), which was declared effective in August 2018. Under the 2018 Mustang S-3, Mustang may sell up to a total of $75.0 million of its securities. In connection with the 2018 Mustang S-3, Mustang entered into an At-the-Market Issuance Sales Agreement (the "Mustang ATM") with B. Riley FBR, Inc., Cantor Fitzgerald & Co., National Securities Corporation, and Oppenheimer & Co. Inc. (each an "Agent" and collectively, the "Agents"), relating to the sale of shares of common stock. Under the Mustang ATM, Mustang pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the three months ended March 31, 2020, Mustang issued approximately 1.2 million shares of common stock at an average price of $3.93 per share for gross proceeds of $5.0 million under the Mustang ATM. In connection with these sales, Mustang paid aggregate fees of approximately $0.1 million for net proceeds of approximately $4.9 million. No sales were made under the 2018 Mustang ATM during the three months ended March 31, 2019. Pursuant to the Founders Agreement, Mustang issued 31,220 shares of common stock to Fortress at a weighted average price of $4.00 per share for the ATM offering noted above. Approximately $15.9 million of the shelf remains available for sale under the 2018 Mustang S-3, following the offerings noted above. Mustang may offer the securities under the 2018 Mustang S-3 from time to time in response to market conditions or other circumstances if it believes such a plan of financing is in the best interests of its stockholders. Share Repurchase Program On March 23, 2020, the Company announced that its Board of Directors had approved a share repurchase program of the Company's outstanding Preferred Stock in an aggregate amount of up to $5 million. Repurchases under the program may be made in the open market or through privately-negotiated transactions from time to time up until the earlier to occur of the repurchase of $5 million of the Company's Preferred Stock or the close of trading on May 31, 2020, subject to applicable laws and regulations. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Preferred Stock. As of March 31, 2020, 5,000 Preferred Stock shares have been repurchased under this program for total consideration of $0.1 million, net of fees of approximately $2,000, and are recorded as Treasury stock on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies Most of the Company's lease liabilities result from the lease of its New York City, NY office, which expires in 2031, and Mustang's Worcester, MA cell processing facility lease, which expires in 2026. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company's leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. The Company does not act as a lessor or have any leases classified as financing leases. On March 31, 2020, the Company had operating lease liabilities of $23.7 million and right of use assets of $21.1 million, which were included in the condensed consolidated balance sheet. During the three months ended March 31, 2020 and 2019, the Company recorded the following as lease expense. As of As of ($in thousands) March 31, 2020 March 31, 2019 Lease cost Operating lease cost $ 809 $ 796 Shared lease costs (470) (477) Variable lease cost 264 26 Total lease cost $ 603 $ 345 The following tables summarize quantitative information about the Company's operating leases, under the adoption of Topic 842 : Three Months Ended Three Months Ended ($in thousands) March 31, 2020 March 31, 2019 Operating cash flows from operating leases $ (451) $ (767) Right-of-use assets exchanged for new operating lease liabilities $ 21,076 $ 22,618 Weighted-average remaining lease term – operating leases (years) 6.1 6.7 Weighted-average discount rate – operating leases 6.2 % 6.2 % Future Lease ($in thousands) Liability Nine months ended December 31, 2020 $ 2,515 Year ended December 31, 2021 3,114 Year ended December 31, 2022 3,084 Year ended December 31, 2023 3,137 Year ended December 31, 2024 3,190 Other 20,273 Total operating lease liabilities 35,313 Less: present value discount (9,872) Net operating lease liabilities, short-term and long-term $ 25,441 Indemnification In accordance with its certificate of incorporation, bylaws and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance to address such claims. Pursuant to agreements with clinical trial sites, the Company provides indemnification to such sites in certain conditions. Legal Proceedings Fortress Biotech, Inc. In the ordinary course of business, the Company and its subsidiaries may be subject to both insured and uninsured litigation. Suits and claims may be brought against the Company by customers, suppliers, partners and/or third parties (including tort claims for personal injury arising from clinical trials of the Company’s product candidates and property damage) alleging deficiencies in performance, breach of contract, etc., and seeking resulting alleged damages. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions Other Related Parties The Company’s Chairman, President and Chief Executive Officer, individually and through certain trusts over which he has voting and dispositive control, beneficially owned approximately 11.9% of the Company’s issued and outstanding Common Stock as of March 31, 2020. The Company’s Executive Vice Chairman, Strategic Development owns approximately 13.0% of the Company’s issued and outstanding Common Stock at March 31, 2020. Shared Services Agreement with TGTX TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. For the three months ended March 31, 2020 and 2019, the Company invoiced TGTX $0.1 million and $0.1 million, respectively. On March 31, 2020, the amount receivable from TGTX related to this arrangement approximated $36,000. Desk Space Agreements with TGTX and OPPM In connection with the Company’s Desk Space Agreements with TGTX and Opus Point Partners Management, LLC (“OPPM”), as of March 31, 2020, the Company had paid $0.7 million in rent under the Desk Space Agreements, and invoiced TGTX and OPPM approximately $0.4 million and nil, respectively, for their prorated share of the rent base. On March 31, 2020, the amount due from TGTX approximated $0.1 million and the amount due from OPPM approximated $0.4 million. 2019 Notes (formerly the Opus Credit Facility) On March 12, 2018, the Company and OPHIF amended and restated the Opus Credit Facility (the “A&R Opus Credit Facility”). The A&R Opus Credit Facility extended the maturity date of the notes issued under the Opus Credit Facility from September 14, 2018 by one year to September 14, 2019. The A&R Opus Credit Facility also permits the Company to make portions of interest and principal repayments in the form of shares of the Company’s common stock and/or in common stock of the Company’s publicly-traded subsidiaries, subject to certain conditions. On September 13, 2019, the Company and OPHIF extended the maturity dates of the notes from September 14, 2019 by two years to September 14, 2021. Fortress retains the ability to prepay the Notes at any time without penalty. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum. As of December 31, 2019, OPHIF dissolved and distributed it assets among its limited partners. Following the distribution, the facility is comprised of three separate notes herein referred to as the 2019 Notes. The allocation of the $9.0 million Opus Credit Facility was as follows: DAK Capital Inc.: $3.8 million; Fortress's Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald): $2.9 million; and Fortress's Executive Vice President, Strategic Development (Michael S. Weiss): $2.3 million. Terms of the 2019 Notes did not change. For the three months ended March 31, 2020 and 2019, the Company paid interest in the Company's common stock of $0.2 million or 60,245 shares at $2.58 and $0.3 million or 131,353 shares at $2.14, respectively, in connection with the 2019 Notes. Founders Agreements The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2018, filed with the SEC on March 16, 2020. The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements, and the subsidiaries’ certificates of incorporation. Founders Agreements The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements, and the subsidiaries' certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Fortress Partner Company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % 4 Common Stock Baergic December 17, 2019 5 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“SPMA”) entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a Development Option and Share Purchase Agreement (“DOSPA”) between Caelum and Alexion Therapeutics, Inc. (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. Management Services Agreements The Company has entered in Management Services Agreements (the “MSAs”) with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by subsidiary, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 1 February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Baergic March 9, 2017 500 Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid 2 November 30, 2017 — Fortress (3,500) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the SPMA entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). Note 2: In December 2019, Tamid discontinued development and terminated the related licenses and clinical trial agreements with the University of North Carolina at Chapel Hill for all three of its preclinical product candidates , effectively terminating their MSA with the Company. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Information | |
Segment Information | 17. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company’s segments are the same as those described in Note 2. The following tables summarize, for the periods indicated, operating results from continued operations by reportable segment: Pharmaceutical and ($in thousands) Dermatology Biotechnology Products Product Three Months Ended March 31, 2020 Sales Development Consolidated Net revenue $ 11,946 $ 972 $ 12,918 Direct cost of goods (3,810) — (3,810) Sales and marketing costs (4,679) — (4,679) Research and development — (15,117) (15,117) General and administrative (953) (9,887) (10,840) Other expense (207) (2,333) (2,540) Segment income (loss) $ 2,297 $ (26,365) $ (24,068) Segment assets Intangible assets, net 7,022 — 7,022 Tangible assets 23,550 198,187 221,737 Total segment assets $ 30,572 $ 198,187 $ 228,759 Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended March 31, 2019 Sales Development Consolidated Net revenue $ 6,125 $ 352 $ 6,477 Direct cost of goods (1,884) — (1,884) Sales and marketing costs (3,493) — (3,493) Research and development — (23,723) (23,723) General and administrative (387) (9,598) (9,985) Other expense — 16,353 16,353 Segment income (loss) $ 361 $ (16,616) $ (16,255) Segment assets Intangible assets, net 1,183 — 1,183 Tangible assets 9,896 189,459 199,355 Total segment assets $ 11,079 $ 189,459 $ 200,538 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 3 Months Ended |
Mar. 31, 2020 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 18. Revenues from Contracts and Significant Customers Disaggregation of Total Revenue Product revenue is comprised of Journey’s five marketed products: Targadox®, Luxamend®, Ceracade®, Exelderm® and Ximino®. Substantially all of the product revenue is recorded in the U.S. The Company’s related party revenue is from Checkpoint’s collaboration with TGTX. The table below summarizes the Company’s revenue for the three months ending March 31, 2020 and 2019: Three months ended March 31, ($ in thousands) 2020 2019 Product revenue, net $ 11,946 $ 6,125 Revenue – related party 972 352 Net Revenue $ 12,918 $ 6,477 Significant Customers For the three months ended March 31, 2020, two of the Company's Dermatology Products customers accounted for more than 10.0% of its total gross product revenue in the amount of $7.7 million and $5.1 million. For the three months ended March 31, 2019, one of the Company’s Dermatology Products customers accounted for more than 10.0% of its total gross product revenue in the amount of $19.9 million. At March 31, 2020, two of the Company’s Dermatology Products customers accounted for more than 10.0% of its total accounts receivable balance in the amount of $5.4 million and $2.5 million. At March 31, 2019, one of the Company’s Dermatology Products customers accounted for more than 10.0% of its total accounts receivable balance in the amount of $7.7 million. |
Incomes taxes
Incomes taxes | 3 Months Ended |
Mar. 31, 2020 | |
Incomes taxes | |
Incomes taxes | 19. Incomes taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer's social security payments, net operating loss utilization and carryback periods and modifications to the net interest deduction limitations. At this time, the Company does not believe that the CARES Act will have a material impact on its income tax provision for 2020. The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows. The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company files a consolidated income tax return with subsidiaries for which the Company has an 80% or greater ownership interest. Subsidiaries for which the Company does not have an 80% or more ownership are not included in the Company’s consolidated income tax group and file their own separate income tax return. As a result, certain corporate entities included in these financial statements are not able to combine or offset their taxable income or losses with other entities’ tax attributes. Income tax expense for the three months ended March 31, 2020 and 2019 is based on the estimated annual effective tax rate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2020, from which the Company derived the balance sheet data at December 31, 2019, as well as Checkpoint’s Form 10-K, filed with the SEC on March 11, 2020, Mustang’s Form 10-K, filed with the SEC on March 16, 2020, and Avenue’s Form 10-K, filed with the SEC on March 30, 2020. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The Company also consolidates subsidiaries in which it owns less than 50% of the subsidiary but maintains voting control. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of partner companies. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. On January 1, 2020, the Company’s adoption of this guidance to did not have a material impact on its financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations | |
Schedule of cash flows statement | The table below depicts the cash flows from the sale of the Company’s investment in National Holdings Corporation, a diversified independent brokerage company (together with its subsidiaries, herein referred to as “NHLD” or “National”) for the three months ended March 31, 2019: March 31, ($ in thousands) 2019 Investing activities Proceeds from sale of National $ 13,089 Total cash provided by discontinued investing activities $ 13,089 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Schedule of property and equipment | Fortress’ property and equipment consisted of the following: Useful Life March 31, December 31, ($ in thousands) (Years) 2020 2019 (Unaudited) Computer equipment 3 $ 663 $ 648 Furniture and fixtures 5 1,199 1,162 Machinery & equipment 5 4,644 4,594 Leasehold improvements 5‑15 10,580 9,358 Construction in progress 1 N/A 712 1,157 Total property and equipment 17,798 16,919 Less: Accumulated depreciation (5,013) (4,486) Property and equipment, net $ 12,785 $ 12,433 Note 1: Relates to the Mustang cell processing facility. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of financial instruments, measured at fair value | Fair Value Measurement as of March 31, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ 11,148 Total $ — $ — $ 11,148 $ 11,148 Fair Value Measurement as of March 31, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 69 $ 69 Total $ — $ — $ 69 $ 69 Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ Total $ — $ — $ 11,148 $ Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 27 $ Total $ — $ — $ 27 $ |
Schedule of changes in fair value of financial instruments | The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of March 31, 2020: Investment in Warrant ($ in thousands) Caelum Liabilities Total Balance at December 31, 2019 $ 11,148 $ 27 $ 11,175 Fair value of investment — 42 42 Balance at March 31, 2020 $ 11,148 $ 69 $ 11,217 |
Warrants [Member] | Caelum [Member] | |
Schedule of weighted average (in aggregate) significant unobservable inputs | March 31, 2020 December 31, 2019 Risk-free interest rate 0.70 % 1.92 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 93 % 93 % Probability of issuance of the warrant 10 % 5 % |
Schedule of fair value of derivative warrant liability | Cyprium Contingently Issuable Warrant ($ in thousands) Liability Ending balance at January 1, 2020 $ 27 Change in fair value 42 Ending balance at March 31, 2020 $ 69 |
Licenses Acquired (Tables)
Licenses Acquired (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Licenses Acquired | |
Schedule of research and development-licenses | For the Three Months Ended March 31, ($ in thousands) 2020 2019 Partner company: Mustang $ 250 $ 450 Total Research and Development – Licenses Acquired $ 250 $ 450 |
Schedule of research and development for licenses acquired | Mustang For the three months ended March 31, 2020 and 2019, Mustang recorded the following expense in research and development for licenses acquired: |
Sponsored Research and Clinic_2
Sponsored Research and Clinical Trial Agreements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Mustang [Member] | |
Schedule of research and development for sponsored research and clinical trial agreements | For the three months ended March 31, 2020 and 2019, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: For the A17Three Months Ended March 31, ($ in thousands) 2020 2019 City of Hope (COH) $ 500 $ 500 COH – CD123 (MB-102) 230 303 COH – IL13Rα2 (MB-101) 92 342 COH – manufacturing — 114 Fred Hutch-CD20 (MB-106) 527 267 Beth Israel Deaconess Medical Center (BIDMC) - CRISPR — 69 Total $ 1,349 $ 1,595 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangibles, net | |
Schedule of JMC intangible asset | The table below provides a summary of the Journey intangible assets as of March 31, 2020 and December 31, 2019, respectively: Estimated Useful March 31, December 31, ($ in thousands) Lives (Years) 2020 2019 (Unaudited) Intangible assets – asset purchases 3 to 7 $ 9,934 $ 9,934 Total 9,934 9,934 Accumulated amortization (2,912) (2,557) Net intangible assets $ 7,022 $ 7,377 |
Schedule of JMC recognized expense related to its product licenses | The table below provides a summary for the three months ended March 31, 2020, of Journey’s recognized expense related to its product licenses, which was recorded in costs of goods sold on the Condensed Consolidated Statement of Operations: Intangible ($ in thousands) Assets, Net Beginning balance at January 1, 2020 $ 7,377 Amortization expense (355) Ending balance at March 31, 2020 $ 7,022 |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is as follows ($ in thousands): Total Ximino® Exelderm® Amortization Nine Months Ended December 31, 2020 $ 764 $ 300 $ 1,064 Year Ended December 31, 2021 1,019 267 1,286 Year Ended December 31, 2022 1,019 — 1,019 Year Ended December 31, 2023 1,019 — 1,019 Year Ended December 31, 2024 1,019 — 1,019 Thereafter 1,615 1,615 Total 1 $ 6,455 $ 567 $ 7,022 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt and Interest | |
Schedule of debt | March 31, December ($ in thousands) 2020 31, 2019 Interest rate Maturity IDB Note $ 14,929 $ 14,929 2.25 % Aug - 2021 2017 Subordinated Note Financing 3,254 3,254 8.00 % 3 March - 2022 2017 Subordinated Note Financing 13,893 13,893 8.00 % 3 May - 2022 2017 Subordinated Note Financing 1,820 1,820 8.00 % 3 June - 2022 2017 Subordinated Note Financing 3,018 3,018 8.00 % 3 August - 2022 2017 Subordinated Note Financing 6,371 6,371 8.00 % 3 September - 2022 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 2019 Notes 1 9,000 9,000 12.00 % September - 2021 Mustang Horizon Notes 2 15,750 15,750 9.00 % October - 2022 Total notes payable 89,742 89,742 Less: Discount on notes payable 4,354 5,086 Total notes payable $ 85,388 $ 84,656 Note 1: Formerly the Opus Credit Facility Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension effective 2020, the interest rate increased by 1% to 9.0%. Note 4: At March 31, 2020 and December 31,2019, $11.4 million and $6.0 million, respectively are included in Notes payable, short-term on the condensed consolidated balance sheets. |
Schedule of interest expense for all debt arrangements | Three Months Ended March 31, 2020 2019 ($ in thousands) Interest Fees 1 Total Interest Fees 1 Total IDB Note $ 84 $ — $ 84 $ 83 $ — $ 2017 Subordinated Note Financing 1,084 312 1,396 1,028 363 1,391 2019 Notes 269 — 269 281 113 2018 Venture Notes 433 176 609 429 146 LOC Fees 15 — 15 15 — 15 Mustang Horizon Notes 341 259 600 11 — 11 Note Payable 2 150 — 150 — — — Other 2 — 2 — — — Total Interest Expense and Financing Fee $ 2,378 $ 747 $ 3,125 $ 1,847 $ 622 $ 2,469 Note 1: Amortization of fees Note 2: Imputed interest expense related to Ximino purchase (see Note 9). |
Accrued Liabilities and other_2
Accrued Liabilities and other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities and other Long-Term Liabilities | |
Schedule of accrued expenses and other long-term liabilities | Accrued expenses and other long-term liabilities consisted of the following: March 31, December ($ in thousands) 2020 31, 2019 Accrued expenses: Professional fees $ 1,050 $ 1,153 Salaries, bonuses and related benefits 6,139 6,683 Accrued expense - related party 13 — Research and development 2,096 4,215 Research and development - manufacturing 1,032 1,017 Research and development - clinical supplies 2,055 — Research and development - license maintenance fees 133 361 Research and development - milestones 850 — Accrued royalties payable 2,456 2,320 Accrued coupon expense 8,735 8,391 Other 1,311 1,259 Total accrued expenses $ 25,870 $ 25,399 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 2,089 $ 2,136 Long-term note payable 2 5,140 4,990 Total other long-term liabilities $ 7,229 $ 7,126 Note 1: As of March 31, 2020, and December 31, 2019, balance consists of deferred charges related to build-out of the New York facility. Note 2: As of March 31, 2020 and December 31, 2019, balance consists of Journey’s note payable of $7.0 million, net of an imputed interest discount of $1.9 million and $2.0 million , respectively, in connection with its acquisition of Ximino in July 2019 (see Note 9). The imputed interest discount was calculated utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. Amortization of interest discount was $0.1 million for the three months ended March 31, 2020.No expense was recorded for the three months ended March 31, 2019. |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Non-Controlling Interests | |
Schedule of non-controlling interests in consolidated entities | Non-controlling interests in consolidated entities are as follows: For the three months ended As of March 31, 2020 March 31, 2020 As of March 31, 2020 Net loss attributable to non-controlling interests Non-controlling ($ in thousands) NCI equity share Non-controlling interests in consolidated entities ownership Aevitas $ (1,989) $ (186) $ (2,175) 35.8 % Avenue 2 5,419 (955) 4,464 77.3 % Baergic (1,201) (3) (1,204) 33.0 % Cellvation (917) (38) (955) 20.6 % Checkpoint 1 15,121 (2,403) 12,718 78.4 % Coronado SO (290) - (290) 13.0 % Cyprium (795) (89) (884) 18.9 % Helocyte (4,700) (165) (4,865) 18.8 % JMC 118 159 277 6.9 % Mustang 2 39,640 (8,008) 31,632 69.0 % Tamid (651) (10) (661) 22.8 % Total $ 49,755 $ (11,698) $ 38,057 For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to non-controlling interests Non-controlling ($ in thousands) NCI equity share Non-controlling interests in consolidated entities ownership Aevitas $ (1,249) $ (694) $ (1,943) 35.8 % Avenue 2 24,269 (19,011) 5,258 77.3 % Baergic 23 (1,162) (1,139) 33.0 % Cellvation (732) (158) (890) 20.6 % Checkpoint 1 29,389 (14,687) 14,702 78.0 % Coronado SO (290) - (290) 13.0 % Cyprium (320) (99) (419) 10.6 % Helocyte (4,322) (402) (4,724) 19.3 % JMC (211) 325 114 6.9 % Mustang 2 62,025 (25,727) 36,298 70.3 % Tamid (565) (85) (650) 22.8 % Total $ 108,017 $ (61,700) $ 46,317 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Net Loss per Common Share | |
Schedule of computation of earnings per share attributable to common stockholders | The following table sets forth the computation of earnings per share attributable to common stockholders for the quarter ended March 31, 2019 (amounts in thousands except share and per share data): Three Months Ended March 31, 2019 Net income attributable to common stockholders $ 1,392 Weighted average shares outstanding - basic 48,506,994 Preferred stock, Series A 1,000,000 Stock options 378,835 Warrants 60,000 Unvested restricted stock 12,622,076 Unvested restricted stock units 1,243,231 Weighted average shares outstanding - diluted 63,811,136 Per share data: Basic $ 0.03 Diluted $ 0.02 |
Schedule of diluted weighted average shares outstanding | The following shares of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive for the three months ended March 31, 2020: March 31, 2020 Warrants to purchase Common Stock 773,234 Opus warrants to purchase Common Stock 1,880,000 Options to purchase Common Stock 1,210,502 Convertible Preferred Stock 1,706,208 Unvested Restricted Stock 14,307,564 Unvested Restricted Stock Units 487,996 Total 20,365,504 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Schedule of stock-based compensation expense | The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, ($ in thousands) 2020 2019 Employee awards $ 1,217 $ 935 Executive awards of Fortress partner companies’ stock 401 352 Non-employee awards 54 (2) Fortress partner companies: Avenue 215 751 Checkpoint 639 798 Mustang 805 432 Other 69 43 Total stock-based compensation $ 3,400 $ 3,309 |
Schedule of Stock option activities | The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Options vested and expected to vest at March 31, 2020 1,410,501 $ 4.30 $ 285,744 2.08 Options vested and exercisable at March 31, 2020 1,310,501 $ 4.54 $ 214,744 1.95 |
Schedule of Restricted stock awards and restricted stock units | The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress Companies: Weighted average Number of shares grant price Unvested balance at December 31, 2019 13,768,014 $ 2.46 Restricted stock granted 1,873,072 2.57 Restricted stock vested (1,539,564) 2.69 Restricted stock units granted 6,836 2.56 Restricted stock units forfeited (81,250) 3.28 Restricted stock units vested (79,335) 3.56 Unvested balance at March 31, 2020 13,947,773 $ 2.47 |
Schedule of Warrant activities | The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Granted — — — — Forfeited — — — — Outstanding as of March 31, 2020 2,741,180 $ 3.19 $ 31,200 2.48 Exercisable as of March 31, 2020 2,656,180 $ 2.79 $ 31,200 1.99 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Schedule of lease expense | During the three months ended March 31, 2020 and 2019, the Company recorded the following as lease expense. As of As of ($in thousands) March 31, 2020 March 31, 2019 Lease cost Operating lease cost $ 809 $ 796 Shared lease costs (470) (477) Variable lease cost 264 26 Total lease cost $ 603 $ 345 The following tables summarize quantitative information about the Company's operating leases, under the adoption of Topic 842 : Three Months Ended Three Months Ended ($in thousands) March 31, 2020 March 31, 2019 Operating cash flows from operating leases $ (451) $ (767) Right-of-use assets exchanged for new operating lease liabilities $ 21,076 $ 22,618 Weighted-average remaining lease term – operating leases (years) 6.1 6.7 Weighted-average discount rate – operating leases 6.2 % 6.2 % Future Lease ($in thousands) Liability Nine months ended December 31, 2020 $ 2,515 Year ended December 31, 2021 3,114 Year ended December 31, 2022 3,084 Year ended December 31, 2023 3,137 Year ended December 31, 2024 3,190 Other 20,273 Total operating lease liabilities 35,313 Less: present value discount (9,872) Net operating lease liabilities, short-term and long-term $ 25,441 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements, and the subsidiaries' certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Fortress Partner Company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % 4 Common Stock Baergic December 17, 2019 5 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“SPMA”) entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a Development Option and Share Purchase Agreement (“DOSPA”) between Caelum and Alexion Therapeutics, Inc. (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
Schedule of effective date and annual consulting fee payable by the subsidiary to the Company | The Company has entered in Management Services Agreements (the “MSAs”) with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by subsidiary, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 1 February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Baergic March 9, 2017 500 Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid 2 November 30, 2017 — Fortress (3,500) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the SPMA entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). Note 2: In December 2019, Tamid discontinued development and terminated the related licenses and clinical trial agreements with the University of North Carolina at Chapel Hill for all three of its preclinical product candidates , effectively terminating their MSA with the Company. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Information | |
Schedule of continued operations by reportable segment | Pharmaceutical and ($in thousands) Dermatology Biotechnology Products Product Three Months Ended March 31, 2020 Sales Development Consolidated Net revenue $ 11,946 $ 972 $ 12,918 Direct cost of goods (3,810) — (3,810) Sales and marketing costs (4,679) — (4,679) Research and development — (15,117) (15,117) General and administrative (953) (9,887) (10,840) Other expense (207) (2,333) (2,540) Segment income (loss) $ 2,297 $ (26,365) $ (24,068) Segment assets Intangible assets, net 7,022 — 7,022 Tangible assets 23,550 198,187 221,737 Total segment assets $ 30,572 $ 198,187 $ 228,759 Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended March 31, 2019 Sales Development Consolidated Net revenue $ 6,125 $ 352 $ 6,477 Direct cost of goods (1,884) — (1,884) Sales and marketing costs (3,493) — (3,493) Research and development — (23,723) (23,723) General and administrative (387) (9,598) (9,985) Other expense — 16,353 16,353 Segment income (loss) $ 361 $ (16,616) $ (16,255) Segment assets Intangible assets, net 1,183 — 1,183 Tangible assets 9,896 189,459 199,355 Total segment assets $ 11,079 $ 189,459 $ 200,538 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Product revenue is comprised of Journey’s five marketed products: Targadox®, Luxamend®, Ceracade®, Exelderm® and Ximino®. Substantially all of the product revenue is recorded in the U.S. The Company’s related party revenue is from Checkpoint’s collaboration with TGTX. The table below summarizes the Company’s revenue for the three months ending March 31, 2020 and 2019: Three months ended March 31, ($ in thousands) 2020 2019 Product revenue, net $ 11,946 $ 6,125 Revenue – related party 972 352 Net Revenue $ 12,918 $ 6,477 |
Discontinued Operations- Cash f
Discontinued Operations- Cash flows from the transaction (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Investing activities | ||
Proceeds from sale of National | $ 13,089 | |
Total cash provided by discontinued investing activities | $ 0 | $ 13,089 |
Collaboration and Stock Purch_2
Collaboration and Stock Purchase Agreements (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2019 | Feb. 08, 2019 | Jan. 31, 2019 | Jan. 30, 2019 | Mar. 31, 2020 | Nov. 12, 2018 | |
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | |||||
Business Combination, Contingent Consideration, Liability | $ 180 | |||||
Caelum [Member] | ||||||
Sale of Stock Percentage of Shares Transferred on Transaction | 19.90% | |||||
Sale of Stock, Consideration Received on Transaction | $ 30 | |||||
Alexion [Member] | ||||||
Potential Additional Payments, Maximum | $ 500 | |||||
Alexion [Member] | Caelum [Member] | ||||||
Initial contingent payments | $ 30 | |||||
Additional upfront funding | 20 | |||||
Funding for additional equity interest | $ 60 | |||||
Sales [Member] | Avenue [Member] | ||||||
Net sales threshold | $ 325 | |||||
Sales After January 1. 2029 [Member] | Avenue [Member] | ||||||
Gross Profit Percentage To Net Sales | 20.00% | |||||
Contingent Earn Out Payments Measurement Second Model | $ 1,500 | |||||
Slab One [Member] | Avenue [Member] | ||||||
Gross Profit Percentage To Net Sales | 10.00% | |||||
Slab One [Member] | Sales [Member] | Avenue [Member] | ||||||
Net sales threshold | $ 400 | |||||
Slab One [Member] | Sales After January 1. 2029 [Member] | Avenue [Member] | ||||||
Net sales threshold | $ 100 | |||||
Slab Two [Member] | Avenue [Member] | ||||||
Gross Profit Percentage To Net Sales | 12.50% | |||||
Slab Two [Member] | Sales [Member] | Avenue [Member] | Minimum | ||||||
Net sales threshold | $ 400 | |||||
Slab Two [Member] | Sales [Member] | Avenue [Member] | Maximum | ||||||
Net sales threshold | $ 500 | |||||
Slab Three [Member] | Avenue [Member] | ||||||
Gross Profit Percentage To Net Sales | 15.00% | |||||
Slab Three [Member] | Sales [Member] | Avenue [Member] | ||||||
Net sales threshold | $ 500 | |||||
SPMA [Member] | ||||||
Business Combination, Consideration Transferred | $ 7 | |||||
First Stage [Member] | SPMA [Member] | ||||||
Business Combination, Consideration Transferred | $ 31.5 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | ||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 17,798 | $ 16,919 | |
Less: Accumulated depreciation | (5,013) | (4,486) | |
Property and equipment, net | 12,785 | 12,433 | |
Computer Equipment [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 663 | 648 | |
Useful Life (Years) | 3 years | ||
Furniture and Fixtures [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,199 | 1,162 | |
Useful Life (Years) | 5 years | ||
Machinery and Equipment [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 4,644 | 4,594 | |
Useful Life (Years) | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,580 | 9,358 | |
Leasehold Improvements [Member] | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (Years) | 15 years | ||
Leasehold Improvements [Member] | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (Years) | 5 years | ||
Construction in progress [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | $ 712 | $ 1,157 |
[1] | Relates to the Mustang cell processing facility. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property and Equipment | ||
Depreciation | $ 527 | $ 481 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingently Issuable Warrants with option pricing model (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of issuance of the warrant | 10.00% | 5.00% |
Caelum Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.70% | 1.92% |
Caelum Warrant Liabilities [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Caelum Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 10 years | 10 years |
Caelum Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 93.00% | 93.00% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Contingently Issuable Warrant liabilities (Details) - Caelum Warrant Liabilities [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | $ 27 |
Change in fair value | 42 |
Ending balance | $ 69 |
Fair Value Measurements - Exclu
Fair Value Measurements - Exclusive of National Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Total | $ 11,148 | $ 11,148 |
Liabilities | ||
Liabilities | 69 | 27 |
Warrants [Member] | ||
Liabilities | ||
Liabilities | 69 | 27 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total | 11,148 | 11,148 |
Liabilities | ||
Liabilities | 69 | 27 |
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 69 | 27 |
Caelum Convertible Notes [Member] | ||
Assets | ||
Fair value of investment | 11,148 | 11,148 |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Fair value of investment | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Fair value of investment | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Fair value of investment | $ 11,148 | $ 11,148 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Beginning Balance | $ 11,175 |
Fair value of investment | 42 |
Ending Balance | 11,217 |
Caelum [Member] | |
Beginning Balance | 11,148 |
Ending Balance | 11,148 |
Warrants [Member] | |
Beginning Balance | 27 |
Fair value of investment | 42 |
Ending Balance | $ 69 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Caelum [Member] $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Risk Free Return | 1.60% |
Measurement Input Investments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ | $ 11.1 |
Measurement Input, Share Price [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Share Price | $ / shares | $ 1.543 |
Measurement Input, Price Volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Expected Volatility Rate | 70.00% |
Fair Values Assumptions Expected Discount For Lack Of Marketability | 28.70% |
Licenses Acquired - License as
Licenses Acquired - License as recorded in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | $ 250 | $ 450 |
Mustang [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | $ 250 | $ 450 |
Licenses Acquired - Mustang exp
Licenses Acquired - Mustang expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | $ 250 | $ 450 |
Mustang [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | 250 | 450 |
Mustang [Member] | City of Hope (COH) - CD123 (MB-102) [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | 250 | |
Mustang [Member] | COH - HER2 (MB-103) [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | $ 250 | |
Mustang [Member] | Nationwide Children's Hospital - C134 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total Research and Development - Licenses Acquired | $ 200 |
Sponsored Research and Clinic_3
Sponsored Research and Clinical Trial Agreements - Summary of Mustang expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total Research and Development - Licenses Acquired | $ 250 | $ 450 |
Mustang [Member] | ||
Total Research and Development - Licenses Acquired | 250 | 450 |
Research and clinical trial agreements [Member] | Mustang [Member] | ||
Total Research and Development - Licenses Acquired | 1,349 | 1,595 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope (COH) [Member] | ||
Total Research and Development - Licenses Acquired | 500 | 500 |
Research and clinical trial agreements [Member] | Mustang [Member] | COH - CD123 (MB-102) [Member] | ||
Total Research and Development - Licenses Acquired | 230 | 303 |
Research and clinical trial agreements [Member] | Mustang [Member] | COH - IL13Ra2 (MB-101) [Member] | ||
Total Research and Development - Licenses Acquired | 92 | 342 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - Manufacturing [Member] | ||
Total Research and Development - Licenses Acquired | 114 | |
Research and clinical trial agreements [Member] | Mustang [Member] | Fred Hutch-CD20 (MB-106) [Member] | ||
Total Research and Development - Licenses Acquired | $ 527 | 267 |
Research and clinical trial agreements [Member] | Mustang [Member] | Beth Israel Deaconess Medical Center - CRISPR (multiple programs)[Member] | ||
Total Research and Development - Licenses Acquired | $ 69 |
Sponsored Research and Clinic_4
Sponsored Research and Clinical Trial Agreements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of the SRA | $ 300 | $ 300 |
Research and Development Expense (Excluding Acquired in Process Cost) | 14,867 | 23,273 |
Cellvation [Member] | ||
Research and Development Expense (Excluding Acquired in Process Cost) | $ 0 | $ 100 |
Intangibles, net - Summary Of T
Intangibles, net - Summary Of The JMC Intangible Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net intangible assets | $ 7,022 | $ 7,377 |
Journey Medical Corporation [Member] | ||
Finite-Lived Intangible Assets, Gross | 9,934 | 9,934 |
Accumulated amortization | (2,912) | (2,557) |
Net intangible assets | 7,022 | 7,377 |
Intangible assets - purchases | Journey Medical Corporation [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 9,934 | $ 9,934 |
Intangible assets - purchases | Journey Medical Corporation [Member] | Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Intangible assets - purchases | Journey Medical Corporation [Member] | Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Intangibles, net - Cost Of Good
Intangibles, net - Cost Of Goods Sold (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Beginning balance at January 1, 2020 | $ 7,377 |
Ending balance at March 31, 2020 | 7,022 |
Journey Medical Corporation [Member] | |
Beginning balance at January 1, 2020 | 7,377 |
Amortization expense | (355) |
Ending balance at March 31, 2020 | $ 7,022 |
Intangibles, net - Amortization
Intangibles, net - Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Total | $ 7,022 | $ 7,377 |
Journey Medical Corporation [Member] | ||
Nine Months Ended December 31, 2020 | 1,064 | |
December 31, 2021 | 1,286 | |
December 31, 2022 | 1,019 | |
December 31, 2023 | 1,019 | |
December 31, 2024 | 1,019 | |
Thereafter | 1,615 | |
Total | 7,022 | $ 7,377 |
Ximino | Journey Medical Corporation [Member] | ||
Nine Months Ended December 31, 2020 | 764 | |
December 31, 2021 | 1,019 | |
December 31, 2022 | 1,019 | |
December 31, 2023 | 1,019 | |
December 31, 2024 | 1,019 | |
Thereafter | 1,615 | |
Total | 6,455 | |
Exelderm | Journey Medical Corporation [Member] | ||
Nine Months Ended December 31, 2020 | 300 | |
December 31, 2021 | 267 | |
December 31, 2022 | 0 | |
December 31, 2023 | 0 | |
December 31, 2024 | 0 | |
Thereafter | 0 | |
Total | $ 567 |
Intangibles, net - Additional i
Intangibles, net - Additional information (Details) - USD ($) $ in Thousands | Jul. 22, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Asset Purchase Agreement | |||
Intangible asset, net | $ 7,022 | $ 7,377 | |
Ximino | |||
Asset Purchase Agreement | |||
Upfront payment | $ 2,400 | ||
Upfront payment period | 60 days | ||
Intangible asset, net | $ 7,100 | ||
Remaining payment due on second anniversary of execution | $ 7,000 | ||
Total consideration | 9,400 | ||
Initial discount for imputed interest | $ 2,300 |
Debt and Interest - Long-term d
Debt and Interest - Long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Debt [Line Items] | |||
Total notes payable, long-term | $ 89,742 | $ 89,742 | |
Less: Discount of notes payable | 4,354 | 5,086 | |
Total notes payable | $ 85,388 | 84,656 | |
Interest Rate | 2.50% | ||
IDB Note [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 14,929 | 14,929 | |
Interest Rate | 2.25% | ||
2017 Subordinated Note Financing One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 3,254 | 3,254 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 13,893 | 13,893 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Three [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 1,820 | 1,820 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Four [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 3,018 | 3,018 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Five [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 6,371 | 6,371 | |
Interest Rate | 8.00% | ||
Venture Notes One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 6,517 | 6,517 | |
Interest Rate | 8.00% | ||
Venture Notes Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 15,190 | 15,190 | |
Interest Rate | 8.00% | ||
Venture Notes Three [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 9,000 | 9,000 | |
Interest Rate | 12.00% | ||
Mustang 2019 Venture Debt [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 15,750 | $ 15,750 | |
Interest Rate | 9.00% | ||
LIBOR Rate [Member] | |||
Debt [Line Items] | |||
Interest Rate | 9.00% | ||
Subordinated Note Financing 2017 One to Five | |||
Debt [Line Items] | |||
Maturity date extension term | 1 year | ||
Subordinated Note Financing 2017 One to Five | Minimum | |||
Debt [Line Items] | |||
Interest Rate | 1.00% | ||
Subordinated Note Financing 2017 One to Five | Maximum | |||
Debt [Line Items] | |||
Interest Rate | 9.00% |
Debt and Interest - Schedule of
Debt and Interest - Schedule of Interest Expenses for Debt Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt [Line Items] | ||
Interest | $ 2,378 | $ 1,847 |
Amortization of fees | 747 | 622 |
Interest and Debt Expense | 3,125 | 2,469 |
LOC Fees [Member] | ||
Debt [Line Items] | ||
Interest | 15 | 15 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 15 | 15 |
IDB Note [Member] | ||
Debt [Line Items] | ||
Interest | 84 | 83 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 84 | 83 |
2017 Subordinated Note Financing One [Member] | ||
Debt [Line Items] | ||
Interest | 1,084 | 1,028 |
Amortization of fees | 312 | 363 |
Interest and Debt Expense | 1,396 | 1,391 |
2019 Notes [Member] | ||
Debt [Line Items] | ||
Interest | 269 | 281 |
Amortization of fees | 0 | 113 |
Interest and Debt Expense | 269 | 394 |
2018 Venture Notes [Member] | ||
Debt [Line Items] | ||
Interest | 433 | 429 |
Amortization of fees | 176 | 146 |
Interest and Debt Expense | 609 | 575 |
Mustang 2019 Venture Notes [Member] | ||
Debt [Line Items] | ||
Interest | 341 | 11 |
Amortization of fees | 259 | 0 |
Interest and Debt Expense | 600 | 11 |
Note Payable [Member] | ||
Debt [Line Items] | ||
Interest | 150 | 0 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 150 | 0 |
Other [Member] | ||
Debt [Line Items] | ||
Interest | 2 | 0 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | $ 2 | $ 0 |
Debt and Interest- Additional I
Debt and Interest- Additional Information (Details) $ in Thousands | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)item |
Number of separate notes | item | 3 | |
Total notes payable, long-term | $ 89,742 | $ 89,742 |
Notes payable, short-term | $ 11,400 | 6,000 |
Fortress's Executive Vice President, Strategic Development (Michael S. Weiss) [Member] | ||
Total notes payable, long-term | $ 2,300 | |
2019 Notes [Member] | ||
Number of separate notes | item | 3 | |
Total notes payable, long-term | $ 9,000 | |
2019 Notes [Member] | Fortress's Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald) [Member] | ||
Total notes payable, long-term | 2,900 | |
DAK Capital Inc [Member] | 2019 Notes [Member] | ||
Total notes payable, long-term | $ 3,800 |
Accrued Liabilities and other_3
Accrued Liabilities and other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued expenses: | ||
Professional fees | $ 1,050 | $ 1,153 |
Salaries, bonuses and related benefits | 6,139 | 6,683 |
Accrued expense - related party | 13 | 0 |
Research and development | 2,096 | 4,215 |
Research and development - manufacturing | 1,032 | 1,017 |
Research and development - clinical supplies | 2,055 | 0 |
Research and development - license maintenance fees | 133 | 361 |
Research and development - milestones | 850 | 0 |
Accrued royalties payable | 2,456 | 2,320 |
Accrued coupon expense | 8,735 | 8,391 |
Other | 1,311 | 1,259 |
Total accrued expenses | 25,870 | 25,399 |
Other long-term liabilities: | ||
Deferred rent and long-term lease abandonment charge | 2,089 | 2,136 |
Long-term note payable | 70,866 | 77,436 |
Total other long-term liabilities | 7,229 | 7,126 |
Ximino | ||
Other long-term liabilities: | ||
Long-term note payable | $ 5,140 | $ 4,990 |
Accrued Liabilities and other_4
Accrued Liabilities and other Long-Term Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Long-term note payable | $ 70,866 | $ 77,436 | |
Amortization of interest discount | $ 747 | $ 622 | |
Ximino | |||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Effective interest rate used to calculated imputed interest discount (in percent) | 11.96% | ||
Period of effective interest rate considered for calculation of imputed interest discount (in years) | 5 years | ||
Initial discount for imputed interest | $ 1,900 | 2,000 | |
Long-term note payable | 5,140 | 4,990 | |
Amortization of interest discount | 100 | $ 0 | |
Journey [Member] | Ximino | |||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Long-term note payable | $ 7,000 | $ 7,000 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ 49,755 | $ 108,017 | |
Net loss attributable to non-controlling interests | (11,698) | $ (17,647) | (61,700) |
Non-controlling interests in consolidated entities | 38,057 | 46,317 | |
Aevitas [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | (1,989) | (1,249) | |
Net loss attributable to non-controlling interests | (186) | (694) | |
Non-controlling interests in consolidated entities | $ (2,175) | $ (1,943) | |
Non-controlling ownership | 35.80% | 35.80% | |
Avenue [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ 5,419 | $ 24,269 | |
Net loss attributable to non-controlling interests | (955) | (19,011) | |
Non-controlling interests in consolidated entities | $ 4,464 | $ 5,258 | |
Non-controlling ownership | 77.30% | 77.30% | |
Baergic[Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (1,201) | $ 23 | |
Net loss attributable to non-controlling interests | (3) | (1,162) | |
Non-controlling interests in consolidated entities | $ (1,204) | $ (1,139) | |
Non-controlling ownership | 33.00% | 33.00% | |
Cellvation [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (917) | $ (732) | |
Net loss attributable to non-controlling interests | (38) | (158) | |
Non-controlling interests in consolidated entities | $ (955) | $ (890) | |
Non-controlling ownership | 20.60% | 20.60% | |
Checkpoint [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ 15,121 | $ 29,389 | |
Net loss attributable to non-controlling interests | (2,403) | (14,687) | |
Non-controlling interests in consolidated entities | $ 12,718 | $ 14,702 | |
Non-controlling ownership | 78.40% | 78.00% | |
Coronado SO [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (290) | $ (290) | |
Net loss attributable to non-controlling interests | 0 | ||
Non-controlling interests in consolidated entities | $ (290) | $ (290) | |
Non-controlling ownership | 13.00% | 13.00% | |
Cyprium [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (795) | $ (320) | |
Net loss attributable to non-controlling interests | (89) | (99) | |
Non-controlling interests in consolidated entities | $ (884) | $ (419) | |
Non-controlling ownership | 18.90% | 10.60% | |
Helocyte [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (4,700) | $ (4,322) | |
Net loss attributable to non-controlling interests | (165) | (402) | |
Non-controlling interests in consolidated entities | $ (4,865) | $ (4,724) | |
Non-controlling ownership | 18.80% | 19.30% | |
JMC [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ 118 | $ (211) | |
Net loss attributable to non-controlling interests | 159 | 325 | |
Non-controlling interests in consolidated entities | $ 277 | $ 114 | |
Non-controlling ownership | 6.90% | 6.90% | |
Mustang [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ 39,640 | $ 62,025 | |
Net loss attributable to non-controlling interests | (8,008) | (25,727) | |
Non-controlling interests in consolidated entities | $ 31,632 | $ 36,298 | |
Non-controlling ownership | 69.00% | 70.30% | |
Tamid [Member] | |||
Noncontrolling Interest [Line Items] | |||
NCI equity share | $ (651) | $ (565) | |
Net loss attributable to non-controlling interests | (10) | (85) | |
Non-controlling interests in consolidated entities | $ (661) | $ (650) | |
Non-controlling ownership | 22.80% | 22.80% |
Net Loss per Common Share - Com
Net Loss per Common Share - Computation of earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Loss per Common Share | ||
Net income attributable to common stockholders | $ (12,370) | $ 1,392 |
Weighted average common shares outstanding - basic | 63,496,256 | 48,506,994 |
Preferred stock, Series A | 1,000,000 | |
Stock options | 378,835 | |
Warrants | 60,000 | |
Unvested restricted stock | 12,622,076 | |
Unvested restricted stock units | 1,243,231 | |
Weighted average shares outstanding - diluted | 63,496,256 | 63,811,136 |
Per share data: | ||
Basic | $ (0.19) | $ 0.03 |
Diluted | $ (0.19) | $ 0.02 |
Net Loss per Common Share - C_2
Net Loss per Common Share - Computations of Diluted Weighted Average Shares Outstanding (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 20,365,504 |
Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 773,234 |
Opus warrants to purchase Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 1,880,000 |
Options to Purchase Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 1,210,502 |
Convertible preferred stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 1,706,208 |
Unvested Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 14,307,564 |
Unvested Restricted Stock Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total of weighted average shares outstanding | 487,996 |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,365,504 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,307,564 | 12,622,076 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 3,400 | $ 3,309 |
Avenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 215 | 751 |
Checkpoint [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 639 | 798 |
Mustang [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 805 | 432 |
Other [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 69 | 43 |
Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1,217 | 935 |
Executive Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 401 | 352 |
Non-Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 54 | $ (2) |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Number of shares, Options vested and expected to vest | 1,410,501 | |
Number of shares, Options vested and expected to vest | 1,410,501 | 1,410,501 |
Number of shares, Options Exercisable | 1,310,501 | |
Weighted average exercise price, Options vested and expected to vest | $ 4.30 | |
Weighted average exercise price, Options vested and expected to vest | $ 4.30 | |
Weighted average exercise price, Options vested and exercisable | $ 4.54 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 285,744 | $ 684,752 |
Total weighted average intrinsic value, Exercisable | $ 214,744 | |
Weighted average remaining contractual life (years), Options vested and expected to vest | 2 years 29 days | 2 years 3 months 29 days |
Weighted average remaining contractual life (years), Options vested and exercisable | 1 year 11 months 12 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Unvested balance | shares | 13,768,014 |
Number of shares, Restricted stock granted | shares | 1,873,072 |
Number of shares, Restricted stock vested | shares | (1,539,564) |
Number of shares Restricted stock units granted | shares | 6,836 |
Number of shares Restricted stock units forfeited | shares | (81,250) |
Number of shares Restricted stock units vested | shares | (79,335) |
Number of shares, Unvested balance | shares | 13,947,773 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.46 |
Weighted average grant price, Restricted stock granted | $ / shares | 2.57 |
Weighted average grant price, Restricted stock vested | $ / shares | 2.69 |
Weighted average grant price, Restricted stock units granted | $ / shares | 2.56 |
Weighted average grant price, Restricted stock units forfeited | $ / shares | 3.28 |
Weighted average grant price, Restricted stock units vested | $ / shares | 3.56 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.47 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant activities (Details) - Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares, Outstanding | 2,741,180 | |
Number of shares, Outstanding | 2,741,180 | 2,741,180 |
Number of shares, Exercisable | 2,656,180 | |
Weighted average exercise price, Outstanding | $ 3.19 | |
Weighted average exercise price, Outstanding | 3.19 | $ 3.19 |
Weighted average exercise price, Exercisable | $ 2.79 | |
Total intrinsic value, Outstanding | $ 31,200 | $ 111,000 |
Total intrinsic value, Exercisable | $ 31,200 | |
Weighted average remaining contractual life (years), Outstanding | 2 years 5 months 23 days | 2 years 8 months 23 days |
Weighted average remaining contractual life, Exercisable (years) | 1 year 11 months 27 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Feb. 14, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 23, 2020 | Jul. 13, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 3,400,000 | $ 3,309,000 | ||||
Payments of Stock Issuance Costs | $ 1,213,000 | 0 | ||||
Common Stock, Shares, Issued | 78,572,169 | 74,027,425 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Common Stock Shares Available For Future Issuance Value | $ 17,900,000 | |||||
Underwriting discounts and commissions and offering expenses | $ 1,213,000 | 0 | ||||
Stock Repurchase Program, Authorized Amount | $ 5 | |||||
Preferred shares repurchased and held in treasury | 5,000 | |||||
Preferred shares repurchased and held in treasury | $ 70,000 | |||||
Consideration for repurchase of preferred shares | 70,000 | 0 | ||||
Fees incurred for repurchase of preferred shares | 2,000 | 0 | ||||
Research and Development Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 900,000 | 600,000 | ||||
General and Administrative Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 2,500,000 | $ 2,700,000 | ||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of Common Stock for At the Market Offering in shares | 2,341,000 | 2,927,427 | ||||
Common Stock [Member] | Market Offering [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Average Price Per Share | $ 2.59 | |||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 6,100,000 | |||||
Payments of Stock Issuance Costs | $ 1,300,000 | |||||
Common Stock Shares Available For Future Issuance Value | $ 17,900,000 | |||||
Issuance of Common Stock for At the Market Offering in shares | 2,300,000 | |||||
Payments for Commissions | $ 200,000 | |||||
Underwriting discounts and commissions and offering expenses | $ 1,300,000 | |||||
Preferred Stock [Member] | Market Offering [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Average Price Per Share | $ 20 | |||||
Preferred Stock [Member] | 2018 Preferred ATM | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Gross proceeds | $ 14,400,000 | |||||
Preferred Stock [Member] | IPO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance Of Preferred Stock For Public Offering | 625,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,750 | |||||
Mustang Bio, Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share Price | $ 4 | |||||
Stock Issued During Period, Shares, New Issues | 31,220 | |||||
Common Stock Shares Available For Future Issuance Value | $ 15,900,000 | |||||
Marketable Securities | $ 75,000,000 | |||||
Mustang Bio, Inc [Member] | Common Stock [Member] | Market Offering [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Average Price Per Share | $ 3.93 | |||||
Proceeds from issuance of Common stock | $ 5,000,000 | |||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 4,900,000 | |||||
Issuance of Common Stock for At the Market Offering in shares | 1,200,000 | |||||
Agents Commission, Percentage | 3.00% | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 2 months 12 days | 4 years 2 months 12 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 17,900,000 | $ 17,900,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 years 4 months 24 days | 5 years 4 months 24 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 14,800,000 | $ 14,800,000 | ||||
Restricted Stock Units (RSUs) [Member] | Mustang Bio, Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | $ 100,000 | |||||
Options to Purchase Common Stock [Member] | Employee Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Stock Purchase Plan to eligible employees, Reckoning fair value percentage during offering period | 85.00% | |||||
Common Stock issued in connection with the first ESPP offering | 454,515 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 545,485 | |||||
Stock-based compensation | $ 18,000 | $ 20,000 |
Commitments and Contingencies -
Commitments and Contingencies - Lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies | ||
Operating lease cost | $ 809 | $ 796 |
Shared lease costs | (470) | (477) |
Variable lease cost | 264 | 26 |
Total lease cost | 603 | 345 |
Operating cash flows from operating leases | (451) | (767) |
Right-of-use assets exchanged for new operating lease liabilities | $ 21,076 | $ 22,618 |
Weighted-average remaining lease term - operating leases | 6 years 1 month 6 days | 6 years 8 months 12 days |
Weighted-average discount rate - operating leases | 6.20% | 6.20% |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum lease payments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2020 | $ 2,515 |
Year ended December 31, 2021 | 3,114 |
Year ended December 31, 2022 | 3,084 |
Year ended December 31, 2023 | 3,137 |
Year ended December 31, 2024 | 3,190 |
Other | 20,273 |
Total operating lease liabilities | 35,313 |
Less: present value discount | (9,872) |
Net operating lease liabilities, short-term and long-term | $ 25,441 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | ||
Operating Lease, Liability | $ 25,441 | |
Operating lease right-of-use asset, net | $ 21,076 | $ 21,480 |
Related Party Transactions - Fo
Related Party Transactions - Founders Agreements (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 20, 2015 |
Dividends Paid in kind percentage | 2.50% |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Feb. 17, 2015 |
Dividends Paid in kind percentage | 0.00% |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 13, 2015 |
Dividends Paid in kind percentage | 2.50% |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 17, 2015 |
Dividends Paid in kind percentage | 0.00% |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Oct. 31, 2016 |
Dividends Paid in kind percentage | 2.50% |
Caelum [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Jan. 1, 2017 |
Dividends Paid in kind percentage | 0.00% |
Baergic[Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Dec. 17, 2019 |
Dividends Paid in kind percentage | 2.50% |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 13, 2017 |
Dividends Paid in kind percentage | 2.50% |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Jul. 28, 2017 |
Dividends Paid in kind percentage | 2.50% |
Tamid [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Nov. 30, 2017 |
Dividends Paid in kind percentage | 2.50% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of The Effective Date and Annual Management Services agreement Fee (Income) Expense (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 20, 2015 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Annual Consulting Fee Payable Effective Date | Feb. 17, 2015 |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2015 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 17, 2015 |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Oct. 31, 2016 |
Baergic[Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 9, 2017 |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2017 |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Jul. 28, 2017 |
Tamid Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Consulting Fee Payable Effective Date | Nov. 30, 2017 |
Fortress Biotech Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ (3,500) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)item | |
Related Party Transaction [Line Items] | |||
Revenue - related party | $ 972,000 | $ 352,000 | |
Number Of Separate Notes | item | 3 | ||
Payments of Loan Costs | 26,000 | $ 0 | |
Total notes payable, long-term | $ 89,742,000 | $ 89,742,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||
2019 Notes (formerly the Opus Credit Facility Agreement) | |||
Related Party Transaction [Line Items] | |||
Common Shares Issued For Opus Debt, In Shares | shares | 60,245 | 131,353 | |
Common Shares Issued For Opus Debt, Issue Price | $ / shares | $ 2.58 | $ 2.14 | |
Payments of Loan Costs | $ 200,000 | $ 300,000 | |
Total notes payable, long-term | 9,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
DAK Capital Inc [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||
Related Party Transaction [Line Items] | |||
Total notes payable, long-term | 3,800,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Interest own in percent by principal stockholder or director | 11.90% | ||
Executives Vice Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Interest own in percent by principal stockholder or director | 13.00% | ||
Fortress's Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald) [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||
Related Party Transaction [Line Items] | |||
Total notes payable, long-term | 2,900,000 | ||
Fortress's Executive Vice President, Strategic Development (Michael S. Weiss) [Member] | |||
Related Party Transaction [Line Items] | |||
Total notes payable, long-term | 2,300,000 | ||
Fortress's Executive Vice President, Strategic Development (Michael S. Weiss) [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||
Related Party Transaction [Line Items] | |||
Total notes payable, long-term | $ 2,300,000 | ||
Shared Services Agreement [Member] | TG Therapeutics, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue - related party | $ 100,000 | $ 100,000 | |
Due from Related Parties, Current | 36,000 | ||
Desk Share Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for Rent | 700,000 | ||
Desk Share Agreements [Member] | TG Therapeutics, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue - related party | 400,000 | ||
Due from Related Parties, Current | 100,000 | ||
Desk Share Agreements [Member] | OPPM [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue - related party | 0 | ||
Due from Related Parties, Current | $ 400,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | segment | 2 | ||
Net Revenue | $ 12,918 | $ 6,477 | |
Other expense | (2,540) | 16,353 | |
Segment income (loss) | (21,528) | (32,608) | |
Segment assets | 228,759 | $ 226,422 | |
Intangible asset, net | 7,022 | $ 7,377 | |
Dermatology Products Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Revenue | 11,946 | 6,125 | |
Direct cost of goods | (3,810) | (1,884) | |
Sales and marketing costs | (4,679) | (3,493) | |
General and administrative | (953) | (387) | |
Other expense | (207) | ||
Segment income (loss) | 2,297 | 361 | |
Intangible asset, net | 7,022 | 1,183 | |
Tangible assets | 23,550 | 9,896 | |
Total segment assets | 30,572 | 11,079 | |
Pharmaceutical and Biotechnology Product Development [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Revenue | 972 | 352 | |
Research and development | (15,117) | (23,723) | |
General and administrative | (9,887) | (9,598) | |
Other expense | (2,333) | 16,353 | |
Segment income (loss) | (26,365) | (16,616) | |
Tangible assets | 198,187 | 189,459 | |
Total segment assets | 198,187 | 189,459 | |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Revenue | 12,918 | 6,477 | |
Direct cost of goods | (3,810) | (1,884) | |
Sales and marketing costs | (4,679) | (3,493) | |
Research and development | (15,117) | (23,723) | |
General and administrative | (10,840) | (9,985) | |
Other expense | (2,540) | 16,353 | |
Segment income (loss) | (24,068) | (16,255) | |
Intangible asset, net | 7,022 | 1,183 | |
Tangible assets | 221,737 | 199,355 | |
Total segment assets | $ 228,759 | $ 200,538 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers - Company's product revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues from Contracts and Significant Customers | ||
Product revenue, net | $ 11,946 | $ 6,125 |
Revenue - related party | 972 | 352 |
Net revenue | $ 12,918 | $ 6,477 |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 11,946 | $ 6,125 |
Revenue | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Customer One [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,700 | $ 19,900 |
Accounts Receivable, Net | 5,400 | $ 7,700 |
Customer Two [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 5,100 | |
Accounts Receivable, Net | $ 2,500 |